HomeMy WebLinkAboutP-21-412 Agreement Conduent Healthy Communities Corporation.pdfConduent Healthy Communities Corporation
CONDUENT CONFIDENTIAL
County of Fresno Page 1 of 2
CA September 2021
June 4, 2019June 4, 2019
AMENDMENT 1 TO LICENSE AGREEMENT
This Amendment 1 this Amendment made and entered into as of the date it has been executed
by the last party below by and between Conduent Healthy Communities
Corporation (C ) and County of Fresno , amends the License Agreement made on
and entered into as of June 20, 2018 , by and between CHCC and Client as follows:
1. The term of the Agreement is by mutual agreement of the parties extended from October 1,
2021 through September 30, 2024.
2. The Annual License Fee for the Extension Period shall be as follows:
Year 1: From October 1, 2021 through September 30, 2022, Twenty-Seven Thousand
dollars ($27,000)
Year 2: From October 1, 2022 through September 30, 2023, Thirty Thousand dollars
($30,000)
Year 3: From October 1, 2023 through September 30, 2024, Thirty Thousand dollars
($30,000)
3. The parties agree that CHCC will adhere to the insurance requirements set forth in Exhibit
A to the terms of
This Amendment is hereby incorporated into the Agreement. All other terms, conditions and
obligations of the Agreement not modified or amended by the terms of this Amendment are hereby
ratified, reaffirmed and remain in full force and effect.
This Amendment may be executed in multiple counterparts, by facsimile, by electronic signature or
otherwise, each of which shall be deemed an original and all of which together shall be deemed one
and the same instrument.
The signatories each represent that he or she is fully authorized to enter into the terms and conditions
of this Amendment.
For Conduent Healthy Communities
Corporation
________________________________
Sheila Curr
Title: ______________________________
Date: ______________________________
100 Campus Drive, Suite 200
Florham Park, NJ 07932
For County of Fresno
Print Name:________________________
Title: ______________________________
Date: ______________________________
1221 Fulton Street
Fresno, CA 93721
Gary Cornuelle
Purchasing Manager
10/8/2021
P-21-412
Conduent Healthy Communities Corporation
CONDUENT CONFIDENTIAL
County of Fresno Page 2 of 2
CA September 2021
June 4, 2019June 4, 2019
EXHIBT A
Insurance Requirements
Without limiting Client's right to obtain indemnification from CHCC or any third parties, CHCC,
at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-
insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)
throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policyshall
be issued on a per occurrence basis. Client may require specific coverages including completed operations,
products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used
in connection with this Agreement.
C. Professional Liability
If CHCC/S employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00)
per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
E. Intentionally left blank
F. Additional Requirements Relating to Insurance
CHCC shall obtain endorsements to the Commercial General Liability insurance naming the
County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply
as primary insurance and any other insurance, or self-insurance, maintained by Client, its officers, agents and
employees shall be excess only and not contributing with insurance provided under CHCC policies herein. This
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
Client.
Within Thirty (30) days from the date CHCC signs and executes this Agreement, CHCC shall
provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 93775, Attention:
Contracts Section 6th Floor, stating that such insurance coverage have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies;
that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by Client, its officers, agents and employees, shall be excess only and not contributing
with insurance provided under CHCC policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to Client.
In the event CHCC fails to keep in effect at all times insurance coverage as herein provided, Client
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such
event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such
insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better.
P-21-412
1.1 Electronic Signatures. The parties agree that this Agreement may be executed by
electronic signature as provided in this section.
(A)An “electronic signature” means any symbol or process intended by an individual signing
this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)
a faxed version of an original handwritten signature; or (3) an electronically scanned and
transmitted (for example by PDF document) of a handwritten signature.
(B)Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent
to a valid original handwritten signature of the person signing this Agreement for all purposes,
including but not limited to evidentiary proof in any administrative or judicial proceedin g, and (2)
has the same force and effect as the valid original handwritten signature of that person.
(C)The provisions of this section satisfy the requirements of Civil Code section 1633.5,
subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1).
(D)Each party using a digital signature represents that it has undertaken and satisfied the
requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and
agrees that each other party may rely upon that representation.
(E)This Agreement is not conditioned upon the parties conducting the transactions under it
by electronic means and either party may sign this Agreement with an original handwritten
signature.
P-21-412